As filed with U.S. Securities and Exchange Commission on January 28, 2026 Registration No. 333-292421 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––––––––– Spartacus Acquisition Corp. II (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | 98-1896857 | | --- | --- | - ...

Core Insights - Laughing Water Capital reported a fourth-quarter return of approximately 6.8%, with full-year returns at around 3.9% net of fees and expenses, outperforming the SP500TR and R2000 indexes in the previous year [1] - Cumulative returns since inception for the portfolio are about 400%, compared to approximately 332% for the SP500TR and 175% for the R2000, indicating strong long-term performance [1] Company Highlights - NextNav Inc. (NASDAQ:NN) is highlighted as a key investment, focusing on next-generation positioning, navigation, and timing solutions [2] - As of January 15, 2026, NextNav Inc. shares closed at $14.93, with a one-month return of -11.08% and a 52-week gain of 14.93%, giving it a market capitalization of $2.01 billion [2] - The investment in NextNav is viewed as a backup to GPS, with performance being flat for the year, which negatively impacted overall performance [3] - Future success for NextNav is contingent on obtaining FCC approval for its plans and the valuation of the re-purposed spectrum [3]

Performance Overview - Laughing Water Capital ("LWC") achieved a return of approximately 6.8% in Q4, resulting in a full-year return of about 3.9% after fees and expenses, compared to the SP500TR and R2000 which returned approximately 2.7% and 2.2% respectively in the same quarter [3] - Since inception, LWC's cumulative return is approximately 400%, outperforming the SP500TR's ~332% and the R2000's ~175% [4] Investment Philosophy - The company emphasizes investing in off-the-beaten-path businesses led by capable management, particularly during periods of uncertainty, believing this approach can yield outsized returns over time [6][8] - Despite the current market enthusiasm for sectors like artificial intelligence and technology, the company remains focused on fundamental business performance rather than market trends [7][8] Market Dynamics - Recent market trends have favored larger, growth-oriented companies, with a significant outperformance of large-cap stocks over small-cap stocks [10][15] - The SP500 has outperformed the equal-weight SP500 by 34% over the past three years, indicating a strong preference for larger companies [15] Specific Investments - Lifecore Biomedical is highlighted as a key investment, with expectations of significant growth due to its competitive advantages and increasing capacity utilization [13][14] - Liquidia Corp has seen early sales success with its drug Yutrephia, which has outperformed expectations, despite ongoing patent litigation with United Therapeutics [30][31] - NextNav Inc is positioned as a potential leader in providing a terrestrial backup to GPS, with bipartisan support for its proposal to repurpose spectrum for 5G use [36][39] Future Outlook - The company anticipates continued improvement in the fundamental performance of its investments, suggesting that over time, market recognition of these fundamentals will lead to better stock performance [62] - Management remains optimistic about the potential for significant upside in investments like Lifecore and Liquidia, while also acknowledging the challenges posed by market sentiment and timing [29][33]

Core Viewpoint - Scully Royalty Ltd. is preparing for its annual general meeting on December 27, 2025, and is contesting the validity of director nominations made by MILFAM LLC, citing material misrepresentations in MILFAM's proxy circular [1][2]. Group 1: Legal Proceedings and Compliance - The Company asserts that MILFAM did not adhere to the nomination requirements outlined in the Company's Articles of Association, particularly regarding the timeline for submissions [2]. - The Grand Court of the Cayman Islands ruled on December 19, 2025, that MILFAM's notice of nomination was valid, a decision the Company plans to appeal [2]. Group 2: Misleading Information in MILFAM Circular - The Company claims that the MILFAM Circular contains significant omissions that mislead shareholders, preventing them from making informed voting decisions [3]. - The Circular inaccurately presents MILFAM nominees as "independent" while failing to disclose their substantial ties to the MILFAM group [4][6]. Group 3: Specific Omissions and Relationships - Notable omissions include the undisclosed relationships of Mr. Howe, who has held significant positions within the MILFAM group, including serving as CEO of Alimco from 2016 to 2019 [5][8]. - The Circular does not mention Mr. Howe's long-standing service to the MILFAM group, nor does it disclose his compensation from MILFAM or its affiliates [8][10]. Group 4: Call to Action for Shareholders - The Company urges shareholders to carefully review MILFAM's proxy materials and consider the implications of MILFAM's actions on the Company's operations, particularly its regulated banking activities [10]. - A supplemental proxy statement is being filed to provide shareholders with important information and encourage them to vote for the management nominees [11].

Core Insights - Richtech Robotics Inc. (RR) experienced an 18.4% year-over-year decline in revenues during Q3 2025 due to a strategic shift to a Robotics-as-a-Service (RaaS) model, which aligns with the company's long-term growth plan [1][8] - The transition aims to establish a recurring revenue stream through multi-year service agreements (MSAs) instead of one-time product sales, which is expected to enhance revenue stability during economic challenges [2][8] - Despite the revenue decline, RR maintained a gross profit margin of 74.4%, an increase of 420 basis points from the previous year, indicating strong operational performance and cost management [3][8] Revenue and Market Strategy - The RaaS market is projected to grow at a CAGR of 18% through 2035, driven by demand in logistics, warehousing, and healthcare sectors [4] - RR's cash reserves exceed $85.4 million, providing the company with the financial flexibility to invest in expanding its service offerings, supporting its long-term growth vision [4] Price Performance and Valuation - Over the past year, RR's stock surged by 447.3%, significantly outperforming competitors SmartRent, Inc. (SMRT) and NextNav Inc. (NN), as well as the overall industry, which saw an 11.1% increase [5] - In the last three months, RR gained 53.7%, again outperforming the industry average of 9.7% [9] - RR currently trades at a 12-month forward price-to-sales ratio of 33.89, which is lower than NextNav's 431.25 but higher than SmartRent's 0.84 [12]

Core Insights - NextNav Inc. is making strides towards commercialization, focusing on spectrum acquisition and technological validation rather than immediate revenue generation [2][4]. Financial Performance - The company reported revenue of $0.887 million for Q3, with an operating loss that widened; however, net income was slightly positive due to non-operating items and fair-value swings [3]. - NextNav holds cash and investments totaling $167.6 million, providing a financial runway while long-term debt is utilized for growth [3]. Operational Developments - Key operational milestones include the acquisition of Lower-900 MHz licenses, a two-year extension of AT&T network operations support, and achieving a 5G positioning and timing milestone [4]. - The company showcased its technology at MWC Las Vegas and integrated Oscilloquartz for critical infrastructure timing [4]. Strategic Positioning - NextNav holds the largest license portfolio in the U.S. for spectrum dedicated to terrestrial positioning services, aiming to provide 3D Positioning, Navigation, and Timing (PNT) solutions that complement GPS [5].

Core Insights - NextNav, Inc. has successfully integrated its 5G-based Positioning, Navigation and Timing (PNT) technology with a GNSS-enabled grandmaster clock from Oscilloquartz, enhancing GPS resilience in challenging environments [1][2] - This integration aims to provide reliable timing solutions for critical infrastructure sectors such as telecom, energy, and defense, serving as a backup to GPS and addressing risks related to GNSS signal loss or spoofing [2][3] Company Overview - NextNav, Inc. specializes in next-generation geolocation solutions through its TerraPoiNT and Pinnacle platforms, focusing on 3D location and resilient timing for applications in public safety, E911, critical infrastructure, and emerging 5G and IoT sectors [3]

Core Insights - Laughing Water Capital reported a decline of approximately -1% in Q3 2025, resulting in year-to-date returns of approximately -2.7%, while the SP500TR and R2000 returned 12.4% and 8.1% respectively for the quarter [1] - The fund's top holdings can be reviewed to identify its best investment picks for 2025 [1] Company Focus: NextNav Inc. (NASDAQ:NN) - NextNav Inc. provides next-generation positioning, navigation, and timing (PNT) solutions, with a one-month return of -6.29% and a 52-week gain of 15.32% [2] - As of October 29, 2025, NextNav Inc. stock closed at $13.40 per share, with a market capitalization of $1.804 billion [2] - The investment thesis for NextNav is based on the need for a terrestrial backup to the GPS system, with expectations that the FCC will allow NextNav to repurpose its spectrum for 5G, significantly increasing the value of its stock [3]

Core Thesis - NextNav Inc. is positioned for growth through its 5G PNT proposal, which aims to coexist with existing federal and Part 15 users while deploying a high-power 5G network [2][5]. 5G PNT Proposal - The proposal involves a coexistence strategy for the 902–928 MHz band, focusing on protecting existing users while enhancing downlink power, creating a significant power gap that may challenge long-term coexistence [2][5]. - NextNav plans to implement mitigation measures such as stricter emission masks and retuning support for existing systems to facilitate this coexistence [2][5]. Federal Coordination - The federal use of the band includes various applications like DoD radar and border security, necessitating close coordination with federal agencies to prevent harmful interference [3]. - NextNav may need to establish geographical carveouts and real-time muting, which could impact the spectrum's value for mobile network operators [3]. Impact on Other Users - Part 18 ISM devices are largely unaffected due to their localized operation, while Part 15 devices may face displacement from the 918–928 MHz downlink due to the proposed power disparity [4][5]. - Independent real-world testing is required to validate the assumptions made regarding coexistence and the impact on unlicensed device operators [4][5]. Growth Opportunities and Challenges - The proposal represents a significant growth opportunity for NextNav, contingent on regulatory approval and successful coordination with existing users [5]. - The success of the 5G positioning network hinges on real-world deployment and verification, highlighting potential challenges for unlicensed device operators [5].

Core Insights - NextNav Inc. is recognized as a promising growth stock following its acquisition of additional Lower 900 MHz band licenses, enhancing its spectrum position and operational leadership [1][3] - The acquisition aligns with the Federal Communications Commission's earlier consent for NextNav to obtain 128 active M-LMS A-block licenses, further solidifying its position in the Lower 900 MHz band [2] Group 1: Acquisition Details - NextNav successfully closed an agreement to acquire additional Lower 900 MHz band licenses from Telesaurus Holdings GB LLC and Skybridge Spectrum Foundation [1] - The acquisition of these licenses is expected to bolster NextNav's capabilities in providing accurate and reliable 3D positioning, navigation, and timing (PNT) solutions [3] Group 2: Strategic Positioning - The licensed low-band spectrum will enable NextNav to deliver a robust 3D PNT solution, serving as a terrestrial complement and backup to GPS, which is crucial for national security and public safety [3] - NextNav operates within various industries, including Wi-Fi, telecom, public safety, location applications, and critical infrastructure, indicating a broad market reach [4]